Letter of Intent - Landsdowne Partners
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Investec Limited |
Investec plc |
(jointly "Investec")
As part of the dual listed company structure, Investec plc and Investec Limited notify both the London Stock Exchange and the JSE Limited of matters which are required to be disclosed under the Disclosure, Transparency and Listing Rules of the United Kingdom Listing Authority (the "UKLA") and/or the JSE Listing Requirements.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
14 September 2011
RECOMMENDED SHARE OFFER
for
The Evolution Group Plc ("Evolution")
by
Investec plc ("Investec")
IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT
Further to the announcement made on 12 September 2011, Investec has now received an irrevocable undertaking from Landsdowne Partners to vote in favour of the Scheme and resolutions to be proposed at the Court Meeting and to vote in favour of the General Meeting Resolutions. This undertaking will lapse and be of no effect if, inter alia, a third party announces a firm intention to make an offer under Rule 2.5 of the Code for all of the issued share capital of Evolution which values an Evolution Share at more than 10 per cent. of the value of the Offer (the "Higher Competing Offer"). Landsdowne Partners are the registered holders of 12,809,506 Evolution Shares, representing 5.51% of the issued share capital of Evolution.
This takes the aggregate number of shares in respect of which Investec has received either irrevocable undertakings from directors (2.59%), irrevocable undertakings from shareholders (5.51%), or letters of intent (22.65%) to approximately 30.74%.
A summary of the irrevocable undertakings given by the Evolution Directors and Evolution Shareholders and letters of intent received from Evolution Shareholders is contained in Appendix I to this announcement.
Defined terms used in this announcement have the same meaning as set out in Appendix IV to the Offer Announcement.
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Enquiries: |
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Investec |
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Ursula Nobrega Stephen Koseff Bernard Kantor
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+44 (20) 7597 5546
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Evolution |
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Alex Snow
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+44 (20) 7071 4300
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Investec Investment Banking (Financial Adviser and Joint Corporate Broker to Investec) |
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David Currie Christopher Baird James Ireland
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+44 (20) 7597 5970
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Credit Suisse (Financial Adviser to Evolution) |
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George Maddison Tom Ng Joe Hannon
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+44 (20) 7888 8888
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Citigate Dewe Rogerson (Financial PR to Investec) |
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Tom Baldock Justin Griffiths
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+44 (20) 7638 9571 |
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Pelham Bell Pottinger (Financial PR to Evolution) |
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Victoria Geoghegan |
+44 (20) 7861 3925 |
The Offer will be made on the terms and subject to the conditions and further terms set out in the Offer Announcement and the further terms and conditions set out in the Scheme Document and Forms of Proxy when issued.
This announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Offer or otherwise. The Offer will be made solely by means of the Scheme Document, which will contain the full terms and conditions of the Offer, including details of how to vote in favour of the Scheme. Evolution will prepare the Scheme Document to be distributed to Evolution Shareholders. Evolution and Investec urge Evolution Shareholders to read the Scheme Document when it becomes available because it will contain important information in relation to the Offer.
This announcement does not constitute a prospectus or prospectus equivalent document.
This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.
Unless otherwise determined by Investec or required by the City Code, and permitted by applicable law and regulation, the Offer will not be made, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and the Offer will not be capable of acceptance from or within a Restricted Jurisdiction. Accordingly, copies of this announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Offer (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions as doing so may invalidate any purported acceptance of the Offer.
The availability of the Offer to Evolution Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements. Further details in relation to overseas shareholders will be contained in the Scheme Document.
The Offer relates to the shares in an English company and is proposed to be made by means of a scheme of arrangement provided for under company law of the United Kingdom. The scheme of arrangement will relate to the shares of a UK company that is a 'foreign private issuer' as defined under Rule 3b-4 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). A transaction effected by means of a scheme of arrangement is not subject to the proxy and tender offer rules under the Exchange Act. Accordingly, the Offer is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements of the US proxy and tender offer rules. Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable in the UK that may not be comparable to the financial statements of US companies.
Any securities to be offered pursuant to the Offer as described in this announcement have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state, district or other jurisdiction of the United States, or of Australia, Canada or Japan. Accordingly, such securities may not be offered, sold or delivered, directly or indirectly, in or into such jurisdictions except pursuant to exemptions from applicable requirements of such jurisdictions. It is expected that the Investec Shares to be issued in the Scheme will be issued in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) thereof. Under applicable US securities laws, persons (whether or not US persons) who are or will be "affiliates" (within the meaning of the Securities Act) of Evolution or Investec prior to, or of Investec after, the Effective Date will be subject to certain transfer restrictions relating to the Investec Shares received in connection with the Scheme.
If Investec exercises its right to implement the Offer by way of a Takeover Offer, the Offer will be made in compliance with applicable US laws and regulations, including applicable provisions of the tender offer rules under the Exchange Act, to the extent applicable.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0) 20 7638 0129.
Publication on Website and availability of Hard Copies
A copy of this announcement will be made available, free of charge, at www.investec.com by no later than 12 noon (London time) on 15 September 2011.
You may request a hard copy of this announcement, free of charge, by contacting the Company Secretary of Investec on +44 (20) 7597 4000.You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form.
APPENDIX I
IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT
The Evolution Directors have given irrevocable undertakings to vote or procure the vote in favour of the Offer. All of these undertakings remain binding, even in the event of a higher competing offer for Evolution, unless the Offer lapses or is withdrawn:
|
Name |
Number of Evolution Shares |
% of issued share capital |
|
Alex Snow |
5,634,545 |
2.422 |
|
Martin Gray |
35,000 |
0.015 |
|
Peter Gibbs |
100,000 |
0.043 |
|
Christopher Chambers |
126,000 |
0.054 |
|
Philip Howell |
5,839 |
0.003 |
|
Lord MacLaurin |
125,800 |
0.054 |
|
Roger Perkin |
- |
- |
|
Total |
6,027,184 |
2.591 |
In addition the Evolution Directors have agreed that the undertaking to vote in favour of the Scheme at the Court Meeting and the resolutions and the General Meeting will extend to Evolution Shares issued to them before the meetings on the exercise of certain options.
The undertakings given by the Evolution Directors cease to be binding if the Scheme is withdrawn or lapses, unless Investec exercises its right to announce a Takeover Offer for the entire issued share capital of Evolution, not already owned by it, in which case it shall cease to have effect on the withdrawal or lapsing of the Takeover Offer.
The following holders of Evolution Shares have given irrevocable undertakings to vote in favour of the Offer. These undertakings will lapse and be of no effect if inter alia, the Offer is not made by the publication of the Offer Document or Scheme Document, as the case may be) by 31 March 2010 (or such later date as the Panel may permit), the Offer does not become or is not declared unconditional in all respects, if the Implementation Agreement terminates, or if a third party announces a firm intention to make an offer under Rule 2.5 of the Code for all of the issued share capital of Evolution which values an Evolution Share at more than 10 per cent. of the value of the Offer and Investec does not increase its offer to within 10 per cent. of the Higher Competing Offer within 14 days of the Higher Competing Offer being announced:
|
Name |
Number of Evolution Shares |
% of issued share capital |
|
Landsdowne Partners |
12,809,506 |
5.51 |
|
Total |
12,809,506 |
5.51 |
The following holders of Evolution Shares have given letters of intent to vote in favour of the Offer:
|
Name |
Number of Evolution Shares |
% of issued share capital |
|
Blackrock Investment Management (UK) Limited |
20,935,457 |
9.00 |
|
Aberforth Partners LLP |
15,797,644 |
6.79 |
|
Majedie Asset Management |
6,266,555 |
2.70 |
|
Schroder Investment Management Limited |
9,698,872 |
4.17 |
|
Total |
52,698,528 |
22.65 |
This information is provided by RNS
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